{"id":1208,"date":"2020-01-17T18:46:40","date_gmt":"2020-01-17T18:46:40","guid":{"rendered":"https:\/\/xl.amplifi.studio\/?page_id=1208"},"modified":"2020-01-17T18:46:41","modified_gmt":"2020-01-17T18:46:41","slug":"terms-and-conditions","status":"publish","type":"page","link":"https:\/\/xl.amplifi.studio\/en_gb\/terms-and-conditions\/","title":{"rendered":"Terms and Conditions"},"content":{"rendered":"<section class=\"block block-page-header no-margin color-white size-medium align-middle justify-left overlay overlay-dark\" >\n\t\t<div class=\"container\">\n\t\t<div class=\"text-contain\">\n\t\t\t\n\t\t\t<h1 class=\"heading-size-default\"><strong>Terms and Conditions<\/strong><\/h1>\t\t\t\n\t\t\t\t\t<\/div>\n\t<\/div>\n<\/section>\n\n<section class=\"block block-basic-text\">\n\t<div class=\"container\">\n\t\t<div class=\"copy\"><p><main class=\"site-main-content\"><\/p>\n<div>\n<div role=\"article\" data-history-node-id=\"16\">\n<section class=\"section__main-content\">\n<div class=\"row\">\n<div class=\"small-12 columns\">\n<div class=\"field-wrapper body field field-node--body field-name-body field-type-text-with-summary field-label-hidden\">\n<div class=\"field-items\">\n<div class=\"field-item\">\n<p><strong>1. ACCEPTANCE<\/strong>: This requirements purchase order, together with the attachments and<br \/>\nreferenced documents, constitutes an offer by Buyer to Seller upon the terms and<br \/>\nconditions stated herein and in the body of the order and shall become a binding<br \/>\ncontract upon acceptance either by acknowledgement or performance in whole or<br \/>\nin part. Said offer is limited to said terms and conditions and supersedes all prior oral<br \/>\nor written agreements and no deviation there from shall be acceptable. No<br \/>\nmodifications of terms and conditions of the contract resulting for the acceptance of<br \/>\nthe purchase order will be binding upon Buyer unless made in writing and signed by<br \/>\nBuyer.<\/p>\n<p><strong>2. DELIVERY:<\/strong>\u00a0Deliveries made against this purchase order shall be made only at the<br \/>\ntimes and in the quantities specified in the schedules provided by Buyer. Buyer shall<br \/>\nhave no liabilities for payment of material delivered to Buyer in excess of the<br \/>\nschedules provided. Any product container damaged upon arrival or packaged in an<br \/>\nunsafe condition will not be accepted. Buyer reserves the right to cancel this order<br \/>\nor reject materials upon default of Seller in time and rate of delivery. Seller is<br \/>\nresponsible for reasonable costs incurred by Buyer as a result of late deliveries.<br \/>\nBuyer reserves the right to refuse at Seller\u2019s expense any delivery other than those<br \/>\nidentified with proper shipping authorization.<\/p>\n<ul>\n<li>On-Time Delivery Performance will be measured against the date and quantities specified and Seller is expected to meet all deliveries 100% on time.<\/li>\n<\/ul>\n<p><strong>3. INVOICING, PAYMENT AND PRICE:<\/strong>\u00a0All invoices must show the Buyer\u2019s Purchase<br \/>\nOrder number. Unless otherwise stated in this Purchases Order, invoices for<br \/>\naccepted goods and services will be paid within 30 days of receipt. Payment does<br \/>\nnot constitute acceptance of goods or services. The price stated in this Purchase<br \/>\nOrder shall not be increased unless specifically authorized in writing by issuance of a<br \/>\nrevised Purchase Order signed by Buyer. Seller warrants that the prices charged by<br \/>\nBuyer and stated in this Purchase Order are no higher than prices charged by Seller<br \/>\nto others for similar goods or services in similar quantities and conditions.<\/p>\n<p><strong>4. TAXES:<\/strong>\u00a0No sales, use, excise or other taxes, whether federal, state or local, shall be<br \/>\nadded to the purchase price unless otherwise stated in this Order.<\/p>\n<p><strong>5. CHANGES:<\/strong>\u00a0Buyer shall have the right to make changes to this purchase order by a<br \/>\nnotice in writing to Seller. If such changes cause an increase or decrease in the<br \/>\namount due under the order or in the time required for its performance, claim for<br \/>\nadjustment must be asserted by Seller in writing within 10 working days from the<br \/>\ndate of the change. Nothing contained with this clause shall relieve Seller from<br \/>\nproceeding without delay in the performance of this purchase order as changed or<br \/>\nfrom assuming financial responsibility as a result of non-performance. This purchase<br \/>\norder contains all the agreements and conditions of these transactions and no<br \/>\nagreement or other understanding in any way modifying the conditions hereof will<br \/>\nbe binding upon Buyer unless made in writing as a change of purchase order and<br \/>\nsigned by Buyer. Without Buyer\u2019s prior written approval, Seller shall not change (a)<br \/>\nany third party supplier to Seller of services, raw materials, or goods used by Seller in<br \/>\nconnection with its performance under this Order, or (b) the nature, type, or quality<br \/>\nof any services, raw materials, or goods used by Seller or its suppliers in connection<br \/>\nwith this Order.<\/p>\n<p><strong>6. SHIPPING AND BILLING:<\/strong>\u00a0Seller agrees (a) to properly pack, mark and ship goods in<br \/>\naccordance with the requirements of Buyer and involved carriers in a manner to<br \/>\nsecure lowest transportation cost; (b) to route shipments in accordance with<br \/>\ninstructions from Buyer as indicated on the Purchase Order or as directed by the<br \/>\nBuyer\u2019s Traffic Department; (c) to make no charge for handling, packaging, storage,<br \/>\ntransportation, drayage of goods unless otherwise stated in this purchase order or in<br \/>\nwriting by buyer and (d) to promptly forward the original bill of lading or other<br \/>\nshipping documentation for each shipment in accordance with Buyer\u2019s instructions.<br \/>\nSeller will include on bills of lading or other shipping receipts correct classification<br \/>\nidentification of the goods shipped in accordance with Buyer\u2019s instructions and<br \/>\ncarrier\u2019s requirements.<\/p>\n<p><strong>7. PREMIUM SHIPMENTS:\u00a0<\/strong>If Seller\u2019s acts or omissions result in Seller\u2019s failure to meet<br \/>\nBuyer\u2019s delivery requirements and Buyer requires a more expeditious method of<br \/>\ntransportation for the goods than originally specified by Buyer, Seller shall at Buyer\u2019s<br \/>\noption<\/p>\n<ul>\n<li>Promptly reimburse Buyer the difference in cost between the more expeditious method and the original method,<\/li>\n<li>Allow Buyer to reduce its payment against invoices equal to the amount of the difference in cost or<\/li>\n<li>Ship the goods as expeditiously as possibly at Seller\u2019s expense and invoice Buyer for only the amount of the normal shipment.<\/li>\n<li>Seller shall notify Buyer of all premium shipments made at its expense.<\/li>\n<\/ul>\n<p><strong>8. RIGHT OF INSPECTION \/ REJECT:\u00a0<\/strong>All material or services delivered against this purchase order must conform to the latest specifications of the drawing or purchase order, unless otherwise specified. Buyer reserves the right to test and inspect material within a reasonable period of time at Seller\u2019s, Subcontractor\u2019s or Buyer\u2019s facility. Payment for goods or services shall not constitute acceptance thereof. Buyer, in addition to any other rights which it may have under warranties or otherwise, shall have the right to:<\/p>\n<ul>\n<li>Reject and return at the Seller\u2019s expense defective materials and receive full credit for such returned goods. Removal of defective material from Buyer\u2019s facility must be completed within 2 workdays of notice of rejection, unless otherwise agreed to.<\/li>\n<li>Request replacement of any such material without additional cost to Buyer.<\/li>\n<li>Retain and use material with an equitable reduction in purchase price.<\/li>\n<li>Require Seller to perform sort or rework at Buyer\u2019s, Subcontractor\u2019s or Customer\u2019s facility or reimburse Buyer for expenses resulting from sorting or rework performed on Seller\u2019s behalf.<\/li>\n<li>Require reimbursement from Seller for all reasonable costs incurred by Buyer as a result of defective goods.<\/li>\n<\/ul>\n<p><strong>9. BUYER\u2019S PROPERTY:<\/strong>\u00a0Unless otherwise agreed to in writing, all layouts, models,<br \/>\ntools, gauges, designs, sketches, drawings, blueprints, dies, specifications,<br \/>\nengineering data, technical proprietary information, or property shall remain the<br \/>\nproperty of Buyer and Seller agrees to keep all property confidential. Such items,<br \/>\nwhere practical, shall be plainly marked or identified as to ownership. Seller at its<br \/>\nown expense shall furnish, keep in good condition, and replace when necessary all<br \/>\ntools, jigs, dies, gauges, fixtures, molds and patterns necessary for the production of<br \/>\nthe goods. The cost of changes to the \u201ctools\u201d necessary to make design and<br \/>\nspecification changes authorized by Buyer shall be paid for by Buyer. Seller shall<br \/>\nprovide weekly time lines to Buyer on the status of all tool design and build. Seller<br \/>\nshall insure all \u201ctools\u201d with full fire and replacement value coverage. All new \u201ctools\u201d<br \/>\nor modifications to \u201ctools\u201d paid for by Buyer shall be made in accordance with the<br \/>\nlatest revision of Buyer\u2019s Machine Build, Checking Fixture, or Tooling Standards.<br \/>\nSeller grants Buyer an irrevocable option to take possession of and title to \u201ctools\u201d<br \/>\nowned by Buyer or that are special for the production of goods upon payment to the<br \/>\nSeller of the book value of \u201ctools\u201d\u201d less any amounts previously paid unless such<br \/>\ntools are used to produce goods that are standard stock for Seller. All \u201ctools\u201d are to<br \/>\nbe laid out and must comply to the latest revision of the drawing. Layout results are<br \/>\nto be provided to Buyer. Seller shall return property to Buyer, upon request, in the<br \/>\nsame condition as originally received, reasonable wear and tear excepted. Seller<br \/>\nshall not use property except in filling Buyer\u2019s orders. Any special tooling for which<br \/>\nthe full cost or a substantial portion of the cost is included in the purchase price of<br \/>\nthis purchase order shall upon completion of this purchase order become the<br \/>\nproperty of Buyer and Seller shall return or dispose of said property as directed in<br \/>\nwriting by Buyer.<\/p>\n<p><strong>10. COMPLIANCE WITH LAWS:<\/strong>\u00a0Seller agrees that neither Seller nor any of the persons<br \/>\nfurnishing materials or performing services by this purchase order are employees of<br \/>\nBuyer within the meaning or application of any Federal or State Unemployment<br \/>\nInsurance Law or other Social Security Law, any Compensation Industrial Accident<br \/>\nlaw or Industrial or Labor law. Seller hereby agrees at its own expense to comply<br \/>\nwith such laws and to assume all liabilities or obligations imposed by any one or<br \/>\nmore of such laws with respect to this purchase order. Seller represents that all<br \/>\ngoods or services supplied will comply with all Federal, State, and Municipal laws,<br \/>\nrules and regulations that may be applicable to this purchase order. Seller agrees<br \/>\nthat all employees utilized by it or its suppliers are covered by the applicable Federal<br \/>\nand State labor laws. Seller shall supply a copy of all Material Safety Data Sheets<br \/>\n(MSDS) applicable to the materials purchased. Additionally, if requested by Buyer,<br \/>\nSeller shall promptly furnish to Buyer, in such form and detail as Buyer may direct:<br \/>\n(a) a list of all ingredients contained in goods; (b) the amount of all ingredients; and<br \/>\n(c) information concerning any changes in or addition to such ingredients.<\/p>\n<p><strong>11. INDEMNITY:<\/strong>\u00a0Seller shall be liable for and shall protect, defend, indemnify and save<br \/>\nBuyer, its officers, directors, agents and employees, harmless against any and all<br \/>\nclaims, losses, demands, damages, actions or causes of action, and any and all<br \/>\nrelated costs and expenses of every kind and character, including attorney\u2019s fees,<br \/>\nsuffered by Buyer, its officers, directors, agents and employees, or the person or<br \/>\nproperty of any other person or corporation, on account of personal injury, or death,<br \/>\nor damage to property, occurring, growing out of, incidental to, or resulting directly<br \/>\nor indirectly, in whole or in part, from the performance by Seller hereunder or from<br \/>\nany actual or alleged defect, latent or patent, in the items and\/or services covered<br \/>\nby this purchase order, including actual or alleged improper construction or design<br \/>\nof the items covered by this purchase order or the failure of said items to comply<br \/>\nwith Seller\u2019s express warranties hereunder or with any of Seller\u2019s implied warranties,<br \/>\nand whether such loss, damage, injury or liability is contributed to by the negligence<br \/>\nof Buyer, or its officers, directors, agents or employees, or from other causes<br \/>\nwhatsoever, except that Seller shall have no liability for damages or costs incident<br \/>\nthereto caused by the sole negligence of Buyer.<\/p>\n<p><strong>12. PATENTS:<\/strong>\u00a0Seller shall indemnify Buyer and its customers against and hold it<br \/>\nharmless from all demands, claims, suits, liabilities, damages, judgments, costs and<br \/>\nexpenses including attorney fees, resulting from any alleged infringement of any<br \/>\nUnited States or foreign patent with respect to the material or services supplied<br \/>\nunder this purchase order. Any and all discoveries, inventions and designs, in<br \/>\nconnection with this purchase order, of any items as to which Buyer furnishes the<br \/>\nspecifications, shall be promptly disclosed to Buyer and shall become the property of<br \/>\nBuyer. Seller and its employees shall upon request, execute all papers necessary to<br \/>\nassign such discoveries, inventions and designs to Buyer and to cause at Buyer\u2019s<br \/>\nexpense patent applications to be filed thereon in favor of Buyer. The decision as to<br \/>\nwhether to file patent applications and to prosecute same shall be made solely by<br \/>\nBuyer.<\/p>\n<p><strong>13. WARRANTY:<\/strong>\u00a0Seller expressly warrants that all the items and\/or services covered by<br \/>\nthis purchase order shall conform to the specifications, drawings, samples or other<br \/>\ndescriptions furnished to or specified by Buyer; will be merchantable; will be of good<br \/>\nmaterial and workmanship; will be free from any defects and will be satisfactory and<br \/>\nsafe for consumer use. Seller expressly warrants that any items furnished under this<br \/>\npurchase order shall be fit and sufficient for the purpose intended by Buyer. Seller<br \/>\nshall reimburse Buyer for any labor and materials, including overhead, incurred by<br \/>\nBuyer as a result of any items or services covered by the purchase order which do<br \/>\nnot conform to these express warranties.<\/p>\n<p><strong>14. SUPPLIER QUALITY AND DEVELOPMENT PROGRAMS:<\/strong>\u00a0Seller agrees to participate in<br \/>\nBuyer\u2019s supplier quality and development programs as detailed in the Buyer<br \/>\n\u201cSupplier Quality Manual.\u201d<\/p>\n<p><strong>15. VERIFICATION OF GOODS \/ SERVICES:<\/strong>\u00a0Buyer, Buyer\u2019s customer, or authorized<br \/>\nrepresentative shall be afforded the right to visit Seller\u2019s facility during reasonable<br \/>\nbusiness hours to review Seller\u2019s process and any of Buyer\u2019s property.<\/p>\n<p><strong>16. DESIGNED ITEMS:\u00a0<\/strong>Buyer reserves the right to review design prior to build for any<br \/>\nitems where design has been subcontracted. CAD, design or print files shall<br \/>\naccompany the delivery of designed items.<\/p>\n<p><strong>17. TOOLS:<\/strong>\u00a0All tools, jigs, dies, fixtures, patterns and equipment furnished to Seller by<br \/>\nBuyer to perform the contract, or for which Seller has been reimbursed by Buyer,<br \/>\nshall remain the property of Buyer (\u201cBuyer\u2019s Tools\u201d). Seller agrees that Buyer has the<br \/>\nright at any time, with or without reason, and without payment of any kind to retake<br \/>\npossession of or request return of any of Buyer\u2019s Tools. Seller shall maintain<br \/>\nproperty damage insurance on Buyer\u2019s Tools covering the period when Buyer\u2019s Tools<br \/>\nare in the Seller\u2019s possession. Seller shall keep Buyer\u2019s Tools in reasonable repair.<br \/>\nSeller shall return to Buyer all of Buyer\u2019s Tools immediately upon completing the<br \/>\nmanufacture of the goods. All shipping charges for Buyer\u2019s Tools shall be Buyer\u2019s<br \/>\nresponsibility. Risk of loss during shipment shall be on Buyer.<\/p>\n<p><strong>18. INTELLECTUAL PROPERTY RIGHTS:<\/strong>\u00a0Buyer owns all interest in and rights to all<br \/>\npatents, copyrights, trade secrets, trade dress and any other intellectual property<br \/>\nrights related to any goods or services provided by Seller or any information<br \/>\nfurnished by Buyer to Seller in any form, including software, tools, jigs, documents,<br \/>\ndrawings, sketches, recordings and any other tangible or intangible personal<br \/>\nproperty (collectively the \u201cIP Rights\u201d). Seller has no license to use any IP Rights of<br \/>\nBuyer except as necessary to provide the goods or services under this Agreement.<br \/>\nThat license is non-exclusive and revocable at any time by written notice from Buyer.<br \/>\nSeller assigns to Buyer all IP Rights in any goods or services developed by Seller in<br \/>\nconnection with Seller\u2019s work under this Agreement. Seller will take all reasonable<br \/>\nprecautions to prevent any unauthorized use of Buyer\u2019s IP Rights. Seller will return<br \/>\nto Buyer on demand all property relating to any IP Rights. At Buyer\u2019s request and<br \/>\nexpense, Seller will take all steps to assist Buyer in maintaining the validity and<br \/>\nenforceability of Buyer\u2019s IP Rights.<\/p>\n<p><strong>19. ASSIGNMENT:\u00a0<\/strong>Seller may not delegate its duties nor assign its obligations herein<br \/>\nwithout the prior written consent of Buyer.<\/p>\n<p><strong>20. NO WAIVER OF CONDITIONS:<\/strong>\u00a0Failure of Buyer to insist upon strict performances of<br \/>\nany of the terms and conditions of this purchase order shall not constitute a waiver<br \/>\nof such terms and conditions of a waiver of any default.<\/p>\n<p><strong>21. TERMINATION FOR CAUSE:\u00a0<\/strong>Buyer, at its option, may terminate this purchase order<br \/>\nwithout any obligation to Seller, upon (a) the filing of a voluntary or involuntary<br \/>\npetition under insolvency law or a petition for the appointment of a receiver, or an<br \/>\nassignment for the benefit of creditors; (b) the occurrence of any act or omission by<br \/>\nSeller that constitutes a material, including breach of warranty, of this purchase<br \/>\norder and the failure by Seller to remedy such breach within 10 days after written<br \/>\nnotice of breach is given to Seller; the failure by Seller to perform services or deliver<br \/>\ngoods as specified by Buyer; (d) the failure by Seller to make progress so as to<br \/>\nendanger timely and proper completion of services or delivery of goods if Seller does<br \/>\nnot correct such failure or breach with 10 days (or shorter period if commercially<br \/>\nreasonable); or (e) the dissolution of Seller. Upon termination of this purchase order<br \/>\npursuant to the foregoing sentence, Seller shall, at Seller\u2019s expense, promptly return<br \/>\nto Buyer all of the Buyer tools and any drawings, specifications or other technical<br \/>\ninformation pertaining to this purchase order. Termination of this purchase order<br \/>\nshall not affect any liabilities which have arisen prior to termination or may arise<br \/>\nafter termination based on a transaction made prior to termination, nor any<br \/>\nobligations which are, from the context hereof, intended to survive termination of<br \/>\nthis purchase order.<\/p>\n<p><strong>22. TERMINATION AT WILL:<\/strong>\u00a0In addition to the foregoing, Buyer may at its option<br \/>\nterminate all or part of this purchase order, at any time, for any reason, or for no<br \/>\nreason by giving written notice to Seller. Upon receipt of the notice of termination<br \/>\nSeller will promptly terminate all work under this purchase order. Buyer\u2019s obligation<br \/>\nto Seller under this section shall be the following amounts without duplication: (a)<br \/>\nthe order price for all goods or services under this purchase order which have been<br \/>\ncompleted in accordance with this purchase order and not previously paid for; and<br \/>\n(b) the actual cost of work-in-progress and raw materials incurred by Seller in<br \/>\nfurnishing the goods or services under this purchase order, less, the reasonable<br \/>\nvalue or cost (whichever is higher) of any goods or materials used or sold by Seller<br \/>\nwith Buyer\u2019s written consent, and the cost of any damaged or destroyed goods or<br \/>\nmaterial. Buyer will make no payments for finished goods, work-in-process or raw<br \/>\nmaterials, fabricated or procured by Seller in amounts in excess of those authorized<br \/>\nin delivery releases, nor for any undelivered goods which are in Seller\u2019s standard<br \/>\nstock or which are readily marketable. Except as provided in this paragraph, Buyer<br \/>\nshall not be liable for and shall not be required to make payments to Seller, directly<br \/>\nor on account of claims by Seller\u2019s subcontractors, for loss of anticipated profit,<br \/>\nunabsorbed overhead, interest of claims, product development and engineering<br \/>\ncosts, facilities and equipment rearrangements costs or rentals, unamortized<br \/>\ndepreciation costs, and general and administrative burden charged from termination<br \/>\nof this purchase order.<\/p>\n<p><strong>23. CAUSES BEYOND BUYER\u2019S CONTROL:<\/strong>\u00a0This purchase order is subject to modifications<br \/>\nor cancellation by Buyer in the event of fires, accidents, strikes, labor disputes,<br \/>\ngovernment acts, or any other conditions beyond Buyer\u2019s control. In such an event,<br \/>\nBuyer shall have no obligation or liability.<\/p>\n<p><strong>24. INSURANCE:\u00a0<\/strong>\u201cSeller agrees to furnish to Buyer promptly upon request a certificate<br \/>\nfrom its insurance brokers or agent showing that it carries adequate Workers&#8217;<br \/>\nCompensation, and Comprehensive General Liability insurance coverage, including<br \/>\nContractual Liability insurance applicable to this Order. The certificate must show<br \/>\nthe amount of coverage, policy number, and date of expiration and must require the<br \/>\nbroker or agent to give Buyer thirty (30) days prior written notice of any lapse or<br \/>\ncancellation of any policy. Buyer shall also be shown as an Additional Insured on the<br \/>\nComprehensive General Liability policy reflected on the certificate of insurance if<br \/>\nservices are to be performed on Buyer&#8217;s premises. If Seller is self-insured for<br \/>\nWorkers Compensation coverage, it will, if requested by Buyer, provide the<br \/>\napplicable state certificate establishing such status to Buyer. Seller hereby waives all<br \/>\nmechanics&#8217; liens and claims and agrees that none shall be filed or maintained against<br \/>\nBuyer&#8217;s premises on account of any Supplies and shall cause all its subcontractors,<br \/>\nmaterial, men and suppliers (and subcontractors of such parties) to provide similar<br \/>\nwaivers and agreements in form satisfactory to Buyer.\u201d]<\/p>\n<p><strong>25. INCONSISTENCIES \u2013 ADDITIONAL TERMS:<\/strong>\u00a0Any different, contradictory or additional<br \/>\nterms or conditions contained in any documents submitted, or which may be<br \/>\nsubmitted by Seller, or claimed by Seller to be oral, are hereby rejected and shall not<br \/>\nbe binding on Buyer, (unless in writing, signed by a duly authorized representative of<br \/>\nBuyer and incorporated herein by specific reference). No acknowledgment or other<br \/>\nform of the Seller will modify, supersede, add to or in any way vary or become a part<br \/>\nof the terms of this purchase order, even if Purchaser accepts Seller\u2019s items and\/or<br \/>\nservices. This purchase order (and the previous purchase order if this purchase order<br \/>\nis a revision thereof) constitutes the entire agreement by and between Seller and<br \/>\nBuyer.<\/p>\n<p><strong>26. EXECUTIVE FORUM \u2013 CONSENT TO JURISDICTION \u2013 APPLICABLE LAW:<\/strong>\u00a0The Seller<br \/>\nagrees that no action or proceeding may be maintained by Seller against Buyer<br \/>\nexcept either in the Circuit Court for Kent County, Michigan or in the United States<br \/>\nDistrict Court for the Western District of Michigan, and Seller hereby irrevocably<br \/>\nwaives any rights it may have to commence any action or proceeding against Buyer<br \/>\nin any other court. Seller further hereby submits to the personal jurisdiction of the<br \/>\naforementioned courts with respect to any claims related to or arising out of this<br \/>\npurchase order or any action or failure to act related thereto, and irrevocably waives<br \/>\nany rights or defenses it may have to the commencement or continuation of an<br \/>\naction against Seller in the aforementioned courts based on lack of personal<br \/>\njurisdiction or improper or inconvenient venue.<\/p>\n<p><strong>27. GRATUITIES:<\/strong>\u00a0Seller warrants that it has not offered or given and will not offer or give<br \/>\nto any employee, agent or representative of Buyer any gratuity with a view toward<br \/>\nsecuring any business from Buyer by influencing such person with respect to the<br \/>\nterms, conditions or performance of any contract with or purchase order from<br \/>\nBuyer. Any breach of this warranty shall be a material breach of each and every<br \/>\ncontract between Buyer and Seller.<\/p>\n<p><strong>28. CLAIMS ADJUSTMENT:<\/strong>\u00a0Buyer may, at any time and without notice, set off the<br \/>\namount of any claim of Buyer under this purchase order against any payment due<br \/>\nSeller under this purchase order or otherwise.<\/p>\n<p><strong>29. SET OFF:<\/strong>\u00a0In addition to any right of setoff or recoupment provided by law, Buyer<br \/>\nshall be entitled at any time to set off or recoup against sums payable by Buyer to<br \/>\nSeller or any of its affiliates any amounts for which the Buyer determines in good<br \/>\nfaith the Seller or any of its affiliates is liable to it under any Order or other<br \/>\nagreements with the Seller or any of its affiliates. The Buyer may do so without<br \/>\nnotice to the Seller.<\/p>\n<p><strong>30. PRICE ADJUSTMENTS:<\/strong>\u00a0In the event that Buyer&#8217;s Customer files or has filed against it<br \/>\na petition in bankruptcy or insolvency and, in the course of such proceeding, Buyer<br \/>\npermits a reduction in the price(s) paid to Buyer for products incorporating the<br \/>\nSupplies, the price paid to Seller for the Supplies from and after the date of such<br \/>\nreduction will be automatically adjusted proportionally by the same percentage as<br \/>\nthe price paid to Buyer by its Customer, and the Order will otherwise remain in<br \/>\neffect without modification.<\/p>\n<p><strong>31. PAYMENT UP NON-PAYMENT:\u00a0<\/strong>If Buyer&#8217;s Customer directed, recommended,<br \/>\nrequested, suggested or otherwise identified Seller as a source of the Supplies: (a)<br \/>\nBuyer will pay Seller for the Supplies only following and to the extent of Buyer&#8217;s<br \/>\nactual receipt of payment from that Customer for those goods in which the specific<br \/>\nSupplies are incorporated; (b) within three business days of any change in price,<br \/>\nspecifications or other terms negotiated or proposed between Seller and the<br \/>\nCustomer, Seller will notify buyer in writing and will immediately adjust its invoices<br \/>\nto reflect any price reduction, provided that no change will be binding on Buyer<br \/>\nwithout Buyer&#8217;s specific written consent.<\/p>\n<p><strong>32. ENTIRE AGREEMENT AND AMMENDMENT:\u00a0<\/strong>This Order contains all of the terms of<br \/>\nthe agreement between Seller and Buyer with regard to its subject matter and<br \/>\nsupersedes all prior oral or written representations, agreements, and other<br \/>\ncommunications between Seller and Buyer. The contract evidenced by this Order<br \/>\nmay be amended only by a writing signed by Seller and an officer of Buyer.<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/section>\n<\/div>\n<\/div>\n<p><\/main><\/p>\n<footer>\n<div class=\"row\">\n<div class=\"small-12 medium-5 large-6 columns\"><\/div>\n<\/div>\n<\/footer>\n<\/div>\t<\/div>\n<\/section>","protected":false},"excerpt":{"rendered":"","protected":false},"author":5,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"_acf_changed":false,"footnotes":""},"class_list":["post-1208","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/pages\/1208","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/users\/5"}],"replies":[{"embeddable":true,"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/comments?post=1208"}],"version-history":[{"count":2,"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/pages\/1208\/revisions"}],"predecessor-version":[{"id":1210,"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/pages\/1208\/revisions\/1210"}],"wp:attachment":[{"href":"https:\/\/xl.amplifi.studio\/en_gb\/wp-json\/wp\/v2\/media?parent=1208"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}